New York, September 20, 2013 -- Moody's Investors Service affirmed Louisiana Offshore Terminal Authority's
unsecured debt obligations at A3. These bonds are fully and unconditionally
guaranteed by LOOP, as the Louisiana Offshore Terminal Authority
is merely the conduit through which LOOP issues this debt. The
Louisiana Offshore Terminal Authority also issues Industrial Revenue Bonds
(IRBs) on behalf of LOOP LLC that are classified as First Stage Debt backed
by a Throughput & Deficiency (T&D) Agreement. These bonds
are either backed by irrevocable letters of credit (LOC) that provide
credit uplift based on the ratings of the respective issuing banks,
or directly held by a bank. Moody's does not have a long
term rating for LOCAP but affirms a P-2 rating on its commercial
paper program.

RATINGS RATIONALE

The A3 rating on LOOP's unsecured debt obligations reflects the
strategic importance and connectivity of LOOP's assets to its owners
and the indirect benefit from the T&D Agreement provided via cross-default
provisions that would put LOOP in default with its secured bondholders
if there were a default on the unsecured bonds. We view the strategic
importance of LOOP's asset and the cross-default provision
as strong incentives for the owners to not allow the unsecured bonds to
default. LOOP's T&D agreement has no maturity and is
guaranteed by: Marathon Petroleum Corporation (50.7%,
Baa2 positive), Shell Oil Company (46.1%, Aa2
stable), and Valero Energy Corp (3.2%, Baa2
stable).

While holding a unique position as the only US deepwater port and critical
transporter of crude oil to refineries in the US Gulf Coast and up the
Mississippi River, the A3 rating also reflects declining import
volumes through LOOP's main oil line (MOL) marine terminal and a
resulting weaker operating profile and higher leverage metrics.
Growing domestic production volumes and prospects for declining foreign
waterborne imports over the longer-term also elevate the execution
risk of LOOP's expansion strategy to transition away from a pure
import terminal to a domestic terminal.

Moody's rates LOCAP's short-term rating for commercial paper
P-2. While liquidity is of paramount importance, the
rating is influenced by our view of LOCAP's long-term credit profile.
From that perspective we acknowledge LOCAP's strong credit qualities including
its low business risk, historical financial stability, and
strong sponsor relationships. Moreover, it also has a T&D
Agreement that provides full credit support to the commercial paper program.
This form of ownership support by subsidiaries of Marathon Petroleum Corp
and Shell Oil Company mitigates the small size and scale of LOCAP's
pipeline operation.

Traditionally, LOOP's offshore marine terminal has offloaded
foreign waterborne crude import volumes. Crude imports are transported
from the company's marine terminal to onshore storage facilities.
The crude is stored in underground salt caverns and above ground storage
tanks in Clovelly, Louisiana, providing approximately 68 million
barrels of storage capacity. LOOP also provides direct pipeline
connectivity from these storage facilities to over 2.4 million
barrels of refining capacity, more than double the connectivity
of all other Louisiana terminals.

In response to declines in its core import volumes, LOOP is transitioning
its business model to handle rising domestic production volumes and connectivity
to coastal refineries. LOOP's role as a strategic supply
partner for US Gulf Coast and Midwest area will remain intact, yet
reflects an accelerating shift to handle surging domestic production versus
foreign imports. Higher levels of crude oil production from tight
oil plays in the Bakken, Eagle Ford and Permian and advances in
pipeline, rail and marine projects that improve access to these
crudes for refineries in LOOP's market are displacing the demand
for imports from the North Sea and West Africa. Concurrently,
domestic medium sour production from the Gulf of Mexico continues to increase
as the oil industry recovers from the post-Macondo drilling moratorium,
resulting in further displacement of medium sour crude imports from the
Middle East. In 2012, Middle East medium sour crude accounted
for approximately 80% of LOOP's waterborne receipts.

LOOP has refinanced its capital structure which involved the extension
of maturities and the decision to increase the amount of variable rate
debt relative to fixed rate debt held by the company. Total balance
sheet debt outstanding was $426 million as of 30 June 2013,
with a split of 57% T&D secured (First Stage Debt) and 43%
unsecured. While balance sheet debt remains flat, LOOP's
leverage profile has deteriorated as a result of lower offloading revenues.
LOOP's Debt/EBITDA (including Moody's standard adjustments)
is about 4.63x as of 30 June2013. LTM EBITDA is $124
million, compared to $137 million at year end 2012 and $149
million at year end 2011. We do not anticipate revenues in the
second half of 2013 to materially improve; rather we expect earnings
weakness to increase leverage above 5.5x over the next 12 to 18
months.

LOOP's strategic infrastructure position, the credit strength
of its sponsor-owners and cross default provisions that benefit
the unsecured bondholders provide rating support. Ratings could
be pressured downward if the T&D obligors' credit quality weakens.
Additionally, over-aggressive growth expansion plans,
materially weaker operating margins or higher cash distributions that
compress credit metrics could create downward rating pressure.
Given the single-asset nature of the LOOP system compared to its
more diverse midstream peers, the current A3 rating has limited
potential for upward movement. However, sustained financial
improvement leading toward higher earnings retention coupled with sustained
financial improvement in the credit ratings of the T&D obligors could
result in an upgrade of the rating.

The principal methodology used in this rating was the Global Midstream
Energy Methodology published in December 2010. Please see the Credit
Policy page on www.moodys.com for a copy of this methodology.

LOOP LLC, headquartered in Covington, Louisiana, offloads
and stores crude oil from foreign tankers and domestic producers in the
Gulf of Mexico. LOOP has four pipelines that connect the company's
onshore storage facility in Clovelly, Louisiana to refineries along
the Mississippi River Refining Corridor.

REGULATORY DISCLOSURES

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